under California General Corporation Law for the corporation to indemnify the claimant forthe amount claimed, but the burden of proving such defense shall be on this corporation.Neither the failure of this corporation (including its Board of Directors, independentlegal counsel, or its shareholders) to have made a determination prior to the commencementof such action that indemnification of the claimant is proper in the circumstances becausehe or she has met the applicable standard of conduct set forth in California GeneralCorporation Law, nor an actual determination by this corporation (including its Board ofDirectors, independent legal counsel, or its shareholders) that the claimant has not metsuch applicable standard of conduct, shall be a defense to the action or create apresumption that the claimant has not met the applicable standard of conduct.     (c) Not Exclusive. The rights conferred in this Section 16 shall not beexclusive of any other rights which any director, officer, employee or agent may have orhereafter acquire under any statute, provision of the Articles of Incorporation,By-laws, agreement, vote of shareholders or disinterested directors or otherwise,to the extent the additional rights to indemnification are authorized in the Articles ofIncorporation of this corporation.     (d) Other Provisions for Indemnity. In furtherance and not in limitation ofthe powers conferred by statute:          (1) this corporation may purchase and maintain insurance on behalf of any person whois or was a director, officer, employee or agent of this corporation, or is serving at therequest of this corporation as a director, officer, employee or agent of anothercorporation, partnership, joint venture, trust or other enterprise against any expense,liability or loss, whether or not this corporation would have the power to indemnify theperson against that expense, liability or loss under the California General CorporationLaw.          (2) this corporation may create a trust fund, grant a security interest and/or useother means (including, without limitation, letters of credit, surety bonds and/or othersimilar arrangements), as well as enter into contracts providing indemnification to thefull extent authorized or permitted by law and including as part thereof provisions withrespect to any or all of the foregoing to ensure the payment of such amounts as may becomenecessary to effect indemnification as provided therein, or elsewhere.     (e) Indemnification of Agents. This corporation may, to the extentauthorized from time to time in the discretion of the Board of Directors, indemnity anyagent of this corporation, including advancing the expenses incurred in defending aProceeding in advance of its final disposition, to any agent of this corporation to thefullest extent of the provisions of this Section or as otherwise permitted with respect todirectors, officers and employees of this corporation.     (f) Indemnification for Voluntary Proceedings. This corporation may, to theextent authorized from time to time in the discretion of the Board of Directors, indemnityany director, officer, employee or agent of this corporation in connection with a VoluntaryClaim, including advancing the expenses incurred in
 

 
defending in advance of its final disposition, to the fullest extent of the provisions ofthis Section or as otherwise permitted with respect to directors, officers and employeesof this corporation.